SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
STONE POINT CAPITAL LLC

(Last) (First) (Middle)
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Focus Financial Partners Inc. [ FOCS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/16/2021 C 351,220 A (1) 351,220 I See Footnotes(3)(8)(11)
Class A Common Stock 03/16/2021 S 351,220 D $46.2(2) 0 I See Footnotes(3)(8)(11)
Class A Common Stock 03/16/2021 S 40,688 D $46.2(2) 955,755 I See Footnotes(4)(9)(10)(11)
Class A Common Stock 03/16/2021 S 285,272 D $46.2(2) 6,701,039 I See Footnotes(5)(9)(10)(11)
Class A Common Stock 03/16/2021 S 6,046 D $46.2(2) 142,016 I See Footnotes(6)(9)(10)(11)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of Focus Financial Partners, LLC(1) (1) 03/16/2021 C 351,220 (1) (1) Class A Common Stock 351,220 $0.00 8,250,165 I See Footnotes(7)(8)(11)
1. Name and Address of Reporting Person*
STONE POINT CAPITAL LLC

(Last) (First) (Middle)
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident FFP LP

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VI, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VI Parallel Fund, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VI DE Parallel Fund, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident FFP GP LLC

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident Capital VI, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
Explanation of Responses:
1. Units of Focus Financial Partners, LLC represent limited liability company units of Focus Financial Partners, LLC and an equal number of shares of Class B common stock ("Class B Common Stock") of Focus Financial Partners Inc. (the "Issuer"), which together are exchangeable, at the option of Focus Financial Partners, LLC or the Issuer, on a one-for-one basis for (i) a share of Class A Common Stock ("Class A Common Stock") of the Issuer, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Focus Financial Partners, LLC.
2. This amount represents the $48.00 secondary public offering price per share of Class A Common Stock less the underwriting discount of $1.80 per share of Class A Common Stock.
3. These shares of Class A Common Stock are held by Trident FFP LP.
4. These shares of Class A Common Stock are held by Trident VI, L.P.
5. These shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P.
6. These shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P.
7. Held by Trident FFP LP.
8. The sole general partner of Trident FFP LP is Trident FFP GP LLC.
9. The sole general partner of each of Trident VI, L.P., Trident VI Parallel Fund, L.P. and Trident VI DE Parallel Fund, L.P. (collectively, the "Trident VI Partnerships") is Trident Capital VI, L.P.
10. Pursuant to certain management agreements, Stone Point Capital LLC has received delegated authority by Trident Capital VI, L.P. relating to the Trident VI Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VI Partnerships without first receiving direction from the Investment Committee of Trident Capital VI, L.P. or a majority of the general partners of Trident Capital VI, L.P. The management agreements do not delegate any power with respect to the disposition of Class A Common Stock or Class B Common Stock held by the Trident VI Partnerships.
11. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Remarks:
James D. Carey, a member and managing director of Stone Point Capital LLC, is a member of the board of directors of the Issuer. Mr. Carey is (i) an owner of one of the five general partners of Trident Capital VI, L.P. (the general partner of each of the Trident Partnerships) and (ii) an owner of one of five members of Trident FFP FP LLC (the general partner of Trident FFP LP). On the basis of the relationships between Mr. Carey and the Reporting Persons, each of the Reporting Persons may be deemed a director by deputization in respect of the Issuer.
TRIDENT FFP LP, By: Trident FFP GP LLC, its general partner, By: Trident VI, L.P., its sole member, By: Trident Capital VI, L.P. its general partner, By: DW Trident VI, LLC, its general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Ti 03/18/2021
TRIDENT VI, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Chief Compliance Officer 03/18/2021
TRIDENT VI PARALLEL FUND, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Chief Compliance Officer 03/18/2021
TRIDENT VI DE PARALLEL FUND, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Chief Compliance Officer 03/18/2021
TRIDENT FFP GP LLC, By: Trident VI, L.P., its sole member, By: Trident Capital VI, L.P. its general partner, By: DW Trident VI, LLC, its general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President 03/18/2021
TRIDENT CAPITAL VI, L.P., By: DW Trident VI, LLC, a general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President 03/18/2021
STONE POINT CAPITAL LLC, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Chief Compliance Officer 03/18/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.